Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern access to and use of the CodeClouds™ DBA AsterMD platform, including APIs, software, and related services (the “Platform”).

By accessing or using the Platform, you agree to be bound by these Terms.

2. Description of Services

CodeClouds™ DBA AsterMD provides an API-first, headless telehealth infrastructure platform that enables healthcare organizations to build, integrate, and manage digital health experiences.

We do not provide medical services, clinical advice, or patient care.

3. Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Platform.

If you are using the Platform on behalf of an organization, you represent that you have authority to bind that organization.

4. Account Registration

You agree to:

• Provide accurate and complete information
• Maintain the security of your account credentials
• Notify us of any unauthorized use

You are responsible for all activities under your account.

5. Customer Responsibilities

You (the “Customer”) agree to:

• Use the Platform in compliance with all applicable laws and regulations, including healthcare laws
• Ensure that any medical services provided through your implementation comply with applicable standards
• Obtain all necessary patient consents and authorizations
• Configure and use the Platform in a compliant manner

6. No Medical Advice

The Platform is infrastructure only.

We do not provide medical advice, diagnosis, or treatment. All clinical decisions and patient care are the sole responsibility of the Customer and its licensed professionals.

7. HIPAA & Data Processing

Where applicable:

• We act as a Business Associate under HIPAA
• A separate Business Associate Agreement (BAA) governs the handling of Protected Health Information (PHI)
• You are the Covered Entity or Controller responsible for patient data

8. Acceptable Use

You agree not to:

• Use the Platform for unlawful, harmful, or fraudulent activities
• Interfere with or disrupt the Platform or APIs
• Attempt to gain unauthorized access to systems or data
• Reverse engineer or misuse the Platform

9. API Usage & Limits

Use of our APIs is subject to:

• Rate limits and usage policies
• Technical documentation and guidelines
• Fair use requirements

We may suspend or limit access if usage negatively impacts performance or security.

10. Third-Party Integrations

The Platform may integrate with third-party services.

We are not responsible for:

• Third-party services or data
• Availability, performance, or security of those services

Your use of third-party services is subject to their terms.

11. Fees & Payment

• Fees are based on your selected plan or agreement
• Payments are due as specified in your contract
• Failure to pay may result in suspension or termination

All fees are non-refundable unless otherwise stated.

12. Intellectual Property

We retain all rights, title, and interest in the Platform, including all software, APIs, and documentation.

You retain ownership of your data and content.

13. Data & Privacy

Your use of the Platform is also governed by our Privacy Policy.

We process data in accordance with applicable laws and our agreements with you.

14. Service Availability

We aim to provide reliable access but do not guarantee uninterrupted service.

We may:

• Modify or update the Platform
• Perform maintenance
• Temporarily suspend access if necessary

15. Termination

We may suspend or terminate your access if:

• You violate these Terms
• You fail to pay applicable fees
• Required by law or security concerns

You may stop using the Platform at any time.

16. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

WE DISCLAIM ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT

We do not guarantee that the Platform will be error-free or meet all requirements.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

CODECLOUDS™ DBA ASTERMD SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
• LOSS OF DATA, REVENUE, OR PROFITS
• CLAIMS ARISING FROM MEDICAL OR CLINICAL USE

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE PRIOR 12 MONTHS.

18. Indemnification

You agree to indemnify and hold harmless CodeClouds™ DBA AsterMD from any claims arising from:

• Your use of the Platform
• Your provision of medical services
• Your violation of laws or these Terms

19. Governing Law

These Terms are governed by the laws of the State of Indiana, without regard to conflict of law principles.

20. Service Level Agreements (SLA)

Availability, uptime commitments, and support response times may be defined in a separate SLA.

21. Changes to Terms

We may update these Terms from time to time. Continued use of the Platform constitutes acceptance of the updated Terms.

Contact Information

For questions or privacy-related requests:

Company Name: CodeClouds™ DBA AsterMD
Email: privacy@astermd.com
Address: 299 Karaka Bay Road, Karaka Bays, Wellington 6022, New Zealand